DISH Statement on SoftBank’s Claims and Attempt to Control Assets of National Strategic Importance

DISH Statement on SoftBank’s Claimsand Attempt to Control Assets of
National Strategic Importance
Business Wire
ENGLEWOOD, Colo. -- May 23, 2013
DISH Network Corporation (NASDAQ: DISH) today responded to the recently
launched SoftBank web page [http://www.softbank.co.jp/sprint/benefits/]
touting the purported benefits of its attempt to gain control of Sprint.
DISH's proposal will deliver nearly all the key benefits of the
SoftBank-Sprint transaction and more, including 40 MHz of additional mid-band
spectrum and cable-quality broadband access to approximately 40 million
unserved and underserved consumers in rural America -- all built on a
foundation of an American company investing cash from an American balance
sheet to make another American company more competitive for the benefit of all
American consumers.
In fact, a DISH/Sprint merger is superior in several important areas:
*DISH’s $25.5 billion offer is better for shareholders, offering more cash
and stock in a strategically superior company than the SoftBank proposal
provides for Sprint shareholders.
*The SoftBank investment to control Sprint is a financial transaction, not
a commercial merger, given that SoftBank has no U.S. operations to combine
with Sprint. DISH/Sprint creates the only company that offers convenient,
fully integrated nationwide bundle of in- and out-of-home video, broadband
and voice services.The combination also provides substantial synergies
and a significantly enhanced strategic position.
*With the largest spectrum portfolio and as the only telecommunications
company to deliver voice, video and data in- and out-of-the home,
DISH/Sprint would be better positioned to challenge AT&T and Verizon than
SoftBank-Sprint.SoftBank brings no spectrum to the merger.DISH brings 45
MHz of low- and mid-band spectrum with an estimated value of $10 billion,
plus robust cash flows.
*A DISH-Sprint will be better for national security by preserving domestic
ownership, control and accountability over Sprint’s national wireless
network and fiber backbone network, which provides classified services to
government, law enforcement and military customers.
SoftBank also used its new web content to defend foreign investment in the
U.S. telecom sector, citing the presence of Vodafone, through Verizon
Wireless, and Deutsche Telekom’s T-Mobile operation in the U.S.
“Vodafone and Deutsche Telekom are not relevant to the national security
discussion surrounding the proposed acquisition of Sprint by SoftBank," said
Stanton Dodge, DISH executive vice president and general counsel. “Times have
changed and there can be no doubt that today, a nationwide wireless network is
an asset of national strategic importance. Additionally, unlike Sprint,
neither Verizon wireless nor T-Mobile control a national fiber backbone
serving national security interests including defense, law enforcement and
other sensitive governmental operations.”
SoftBank also apparently committed to using only network equipment that is
acceptable to the U.S. Government, which DISH believes validates the national
security concerns that it has raised with respect to SoftBank-Sprint. Further,
if the news reports are accurate, and CFIUS has concerns with respect to the
use of Chinese manufactured equipment on a foreign-controlled Clearwire
network, then as much as $1 billion would have to be added to the cost of the
proposed SoftBank-Sprint transaction.
DISH is committed to working with the appropriate regulatory agencies to meet
national security goals.
“There is a bright line between DISH and SoftBank: DISH is not
foreign-controlled, nor is its proposal subject to CFIUS,” said Dodge. “The
question is about who should control and who will be accountable for assets –
the Sprint national wireless and backbone fiber networks – that are vital to
our national security.”
Dodge continued: “The contrast is clear: DISH does not operate infrastructure
dependent on Chinese equipment; DISH does not own nearly a third of the
Chinese e-commerce giant, Alibaba; DISH was not affiliated with a company that
admitted bribing Chinese officials for telecommunications contracts.”
About DISH
DISH Network Corporation (NASDAQ: DISH), through its subsidiary DISH Network
L.L.C., provides approximately 14.092 million satellite TV customers, as of
March 31, 2013, with the highest quality programming and technology with the
most choices at the best value, including HD Free for Life®. Subscribers enjoy
the largest high definition line-up with more than 200 national HD channels,
the most international channels, and award-winning HD and DVR technology. DISH
Network Corporation's subsidiary, Blockbuster L.L.C., delivers family
entertainment to millions of customers around the world. DISH Network
Corporation is a Fortune 200 company. Visit www.dish.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements contained herein may constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of DISH Network Corporation to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. More information about such risks, uncertainties
and other factors is set forth in DISH Network Corporation’s Disclosure
Regarding Forward-Looking Statements included in its recent filings with the
Securities and Exchange Commission (the “SEC”), including its annual report on
Form10-K for the year ended December31, 2012 and any subsequent quarterly
reports on Form10-Q. Risks and uncertainties relating to the proposed
transaction include, without limitation, the risks that: Sprint Nextel
Corporation will not enter into any definitive agreement with DISH Network
Corporation or the terms of any definitive agreement will be materially
different from those described above; the parties will not obtain the
requisite financing or regulatory approvals for the proposed transaction; the
proposed transaction will not be consummated for any other reason;
management’s attention will be diverted from ongoing business operations; and
the anticipated benefits of the transaction will not be realized. The
forward-looking statements speak only as of the date made, and DISH Network
Corporation expressly disclaims any obligation to update these forward-looking
statements.
Additional Information About the Proposed Transaction and Where to Find It
This communication relates to a business combination transaction with Sprint
Nextel Corporation proposed by DISH Network Corporation, which may become the
subject of a registration statement filed with the SEC. This communication is
not a substitute for the joint proxy statement/prospectus that DISH Network
Corporation and Sprint Nextel Corporation would file with the SEC if any
agreement is reached or any other documents that DISH Network Corporation or
Sprint Nextel Corporation may send to shareholders in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF, AND
WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. All such documents, if filed, would be
available free of charge at the SEC’s website (http://www.sec.gov). In
addition, investors and security holders may obtain free copies of such
documents filed by DISH Network Corporation with the SEC by directing a
request to: DISH Network Corporation, 9601 S. Meridian Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations. This communication shall not
constitute an offer to buy or solicitation of an offer to sell any securities,
nor shall there be any sale of securities, in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Participants
DISH Network Corporation and its directors and executive officers may be
deemed, under the rulesof the SEC, to be participants in any solicitation of
shareholders of DISH Network Corporation or Sprint Nextel Corporation in
connection with the proposed transaction. Investors and security holders may
obtain information regarding the names, affiliations and interests of the
directors and executive officers of DISH Network Corporation in its annual
report on Form10-K for the year ended December31, 2012, which was filed with
the SEC on February20, 2013, and its proxy statement for the 2013 annual
meeting of shareholders, which was filed with the SEC on March22, 2013. These
documents can be obtained free of charge at the SEC’s website
(http://www.sec.gov) and from Investor Relations at DISH Network Corporation
at the address set forth above. Additional information regarding the interests
of these participants will also be included in any proxy statement/prospectus
and other relevant documents to be filed with the SEC in connection with the
proposed transaction when they become available.
Contact:
DISH Network Corporation
Media Relations:
Bob Toevs, 303-723-2010
bob.toevs@dish.com
or
Investor Relations:
Jason Kiser, 303-723-2210
jason.kiser@dish.com